At its organizational meeting held September 11th, 2001, the initial steering committee completed the organization of the Shenandoah Valley Driving Club. (hereinafter referred to as the Club), by adopting the By Laws as herein set forth.
Article 1: Name and Purpose
- Section 1.
The name of the organization will be Shenandoah Valley Driving Club, LLC
- Section 2.
The purpose of the Club is:
- to promote and create interest in the sport of driving horses;
- to make available information on driving methods, safety and competitive events;
- to help provide opportunities for driving which reflect the interest of the membership, whether of a competitive, educational or pleasurable nature;
- to engage in all lawful activities that may be related to, or incidental to, such recreational purposes.
Article 2: Organization and Government
- Section 1a.
The initial board of directors:
- shall consist of the steering committee members;
- will appoint the officers designated in Article 2, section 2, together with two initial directors, which will constitute the board of directors of the Club.
- Section 1b.
The board of directors:
- will serve until the first annual meeting, at which time new officers and one new director will be elected;
- will be elected to serve for a period of two years, by those members who are entitled to vote.
- will have the last former president as part of the board of directors.
- Section 2.
The officers of the Club:
- shall consist of a president, treasurer and secretary;
- will be appointed by the initial directors at the organizational meeting as explained above and shall hold their respective offices until the first annual meeting;
- will be elected at the first annual meeting by those members entitled to vote;
- will serve for a period of one year and the elected director will serve for a period of two years.
- Section 3.
If the office of the president becomes vacant during a term, a new president may be elected by the members entitled to vote only at a meeting of the membership. Otherwise, the position shall be vacant and one of the
officers appointed by the board of directors shall serve as acting president. If a vacancy occurs in any of the other offices or directors during a term, the vacancy may be filled by appointment by the board of directors or by a majority vote from among the membership of the Club.
- Section 4.
The president shall be chairman of the board of directors and shall preside at all meetings of the Club. The board of directors shall decide all questions arising under the By Laws, subject to an appeal at the meeting at where the question arises. In absence of the president at any meeting of the Club, or meeting of the board of directors, the chairman shall be chosen by a vote of those members present who are entitled to vote.
- Section 5.
It shall be duty of the secretary:
- to keep accurate minutes of the proceedings of the Club at all its meetings;
- to keep on file all of the books, papers and correspondence of the Club not belonging especially to the treasurer;
- to notify the members of the regular meeting and any special meetings;
- to generally perform such duties as usually pertain to that office;
- to mail a written notice of meetings to each member not less than ten (10) days nor more than sixty (60) days before the date of such meeting;
- to file reports to Virginia Corporation Commission.
- Section 6.
It shall be the duty of the treasurer:
- to collect and care for the funds of the Club;
- to keep regular accounts therefore, and submit a report of the financial condition of the Club and matters pertaining thereto at the membership meetings and whenever called upon by the board of directors;
- to pay out money to cover all budgeted items;
- to pay items not covered by the budget upon approval of the majority of the board of directors.
- Section 7.
It shall be the duty of the board of directors:
- to have general management of the affairs of the Club;
- to appoint such sub-committees as may be necessary;
- to annually consult with the membership ( preferably by written means, such as a questionnaire) to determine the interests of the members in order to provide appropriate activities for the members;
- to enforce the preservation of order and obedience to the By Laws;
- to make such regulations for the economy and success of the Club as the board of directors shall think proper;
- to cause the accounts of the treasurer to be audited at lease once a year;
- to institute activities which are considered to be in the best interest of the Club.
- Section 8.
The Clubs fiscal year begins January 1st and ends December 31st.
- Section 9.
The Club will maintain a liability insurance policy
Article 3: Meetings of Members
- Section 1.
Classes of membership.
- Individual membership one (1) vote
- Family membership two (2) votes
- Section 2.
At the annual meeting each year, which will be held on the second Sunday in September, elections shall be held and the treasurers report and budget presented. Any business not inconsistent with the By Laws, or laws of the state of Virginia, may be transacted.
- Section 3.
Special meetings of the membership of the Club:
- shall be called by the secretary whenever requested so by at least two members of the board of directors, or not less than seven members of the Club;
- shall state the object for which the meeting is desired, and only the subject so stated shall be considered at this special meeting;
- shall send notice for the special meeting by mail to each member and shall also set forth the object for which said meeting is called;
- shall have the time limits outlined in Article 2, Section 5.
- Section 4.
Notice of a members meeting to act on an amendment of the By Laws, a plan of merger, a proposal sale of assets, or of the dissolution of the Club shall be given not less than twenty five (25) days nor more than sixty (60)days before a meeting.
- Section 5.
All members who have voting privileges as provided for in the By Laws
may vote at all meetings.
- Section 6.
All meetings shall be run under the Roberts Rule of Order.
Article 4: Annual Dues
- Section 1.
The annual dues for the members shall be set annually by the board of directors and approved annually by the voting membership.
- Section 2.
Dues are due in September each year. Suspended members may be reinstated by applying to and being approved by the board of directors. [ Amended April 2006: Changed membership to run with calendar year ]
Article 5: Amendments to By Laws
These By Laws may be amended by two-thirds vote of all members entitled to vote, present and voting at any regular meeting of the membership or at any special meeting called for this purpose. Before any proposed amendment to these By Laws is submitted to the members, it shall be presented to the board of directors at least thirty (30) days prior to the regular or special meeting of the membership. Upon actions taken by the board of directors, the secretary shall forward a copy of the said amendment and the board of directors recommendation to all members. The board of directors may not amend or repeal any provision of these By Laws, or amendment therefore except as provided in this Article.
Article 6: Dissolution
- Section 1.
In order to dissolve the Club voluntarily:
- the board of directors shall adopt a resolution recommending that the Club be dissolved by greater than two-thirds majority vote of those directors present, including the name of the trustee in dissolution;
- the resolution shall be submitted to a vote at a meeting of members entitled to vote, which may either be a regular meeting or a special meeting;
- the resolution to dissolve the Club shall be adopted upon receiving more than two-thirds of the votes of members entitled to vote.
- Section 2.
All obligations and liabilities of the Club shall be paid, satisfied and discharged or adequate provisions shall be made therefore.
- Section 3.
Assets held by the Club on condition that they be returned, transferred or conveyed upon dissolution of the Club, shall be returned, transferred or conveyed in accordance with such requirements.
- Section 4.
Upon passage of a voluntary resolution of dissolution:
- all property belonging to the Club shall be sold and all debts shall be paid from the proceeds;
- the remaining assets, after all debts are paid, shall be given to the Hoofbeats Therapeutic program in Natural Bridge, Virginia, or a similar program;
- the board of directors will make certain that the Articles of Dissolution are drawn up and submitted to the Virginia Corporation Commission as required by Section 13, 1-904, Code of Virginia, 1950, as amended.
- Section 5.
In the event that the Club is automatically or involuntarily dissolved:
- a trustee in dissolution shall be appointed by a majority vote of the board of directors;
- the assets of the Club shall be placed in escrow under his exclusive control;
- the assets shall be distributed in the manner described in Article 6 , Section 4 above.
Article 7: Records and Reports
- Section 1.
The Club shall keep as permanent records:
- minutes taken of all meetings of its members and board of directors;
- a record of all actions taken by the members or board of directors without a meeting;
- a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the Club;
- as well as all the other records required by Section 13.1-932, Code of Virginia, 1950 as amended.
- Section 2.
An annual report shall be filed with the Virginia Corporation Commission between January 1st and March 31st of each year after the calender year in which it was incorporated. This report will follow and set forth those things required by Section 13.1-936, Code of Virginia, 1950 as amended.
Article 8: Additional Powers
The board of directors, or the members entitled to vote, acting in accordance with the provisions of these By Laws may take whatever further action for the regulation or management of the affairs of the Club that is not inconsistent with the By Laws.
AMENDMENTS
